CLASSIC RESTAURANTS INTERNATIONAL INC /CO/
8-K, 1996-07-22
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549







                                    FORM 8-K





                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report (Date of earliest event reported) JULY 1, 1996

                     CLASSIC RESTAURANTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

        COLORADO                   033-33556-D                  84-1122431
(State or other jurisdiction       (Commission                (IRS Employer
    of incorporation)              File Number)             Identification No.)
                                                                            
     3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GA 30071
      (Address of principal  executive  offices)                 (Zip Code)

        Registrant's telephone number, including area code (770) 729-9010

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Exhibit Index on page __                                      Page 1 of __ pages
                                                         

<PAGE>



ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         Not applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Not applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On July 1,1996,  the registrant and its Board of Directors approved the
         engagement of Stark Tinter & Associates,  LLC, of Englewood,  Colorado,
         to audit the registrant's financial statements. During the registrant's
         two  most  recent  fiscal  years  and  the  subsequent  interim  period
         preceding the  engagement of this firm,  the registrant did not consult
         this firm regarding any of the matters  identified in Item 304(a)(2) of
         Regulation S-K.

         Stark Tinter &  Associates,  LLC was selected by new  management of the
         registrant.  As reported in the Form 8-K dated  January 31,  1996,  the
         registrant experienced a change of control.

         The former  accountants  were  Mitchell  Finley and  Company,  P.C. The
         report of Mitchell Finley and Company, P.C. on the financial statements
         for the fiscal  year  ended  June 30,  1995  contained  an  explanatory
         paragraph  regarding  the  registrant's  ability to continue as a going
         concern.  The decision to change  accountants was approved by the Board
         of Directors on May 21, 1996.  During the  registrant's two most recent
         fiscal  years  and  the  subsequent   interim   period   preceding  the
         resignation,  there  were no  disagreements  with  Mitchell  Finley and
         Company,  P.C. on any matter of  accounting  principles  or  practices,
         financial statement disclosure,  or auditing scope or procedure,  which
         disagreements,  if not resolved to the  satisfaction of Mitchell Finley
         and  Company,  P.C.,  would  have  caused it to make  reference  to the
         subject matter of the disagreements in connection with its report.

         Effective January 1, 1996,  Mitchell Finley and Company,  P.C. combined
         its practice with BDO Seidman LLP. In addition, the license of Mitchell
         Finley and  Company,  P.C. to practice  accountancy  with the  Colorado
         Board  expired  on May 31,  1996.  Accordingly,  the firm can no longer
         practice under the name Mitchell, Finley & Company, P.C.

ITEM 5.  OTHER EVENTS.

         Not applicable.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.



                                        2

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of businesses acquired: not applicable.

         (b)      Pro forma financial information: not applicable.

         (c)      Exhibits:



<TABLE>
<CAPTION>
REGULATION                                                                                            SEQUENTIAL
S-K NUMBER                                             EXHIBIT                                        PAGE NUMBER
    <S>               <C>                                                                                 <C>
    16                Letter from Mitchell Finley and Company, P.C. re change in                          N/A
                      certifying accountant (1)<F1>
- - ----------
<FN>
<F1>
(1)  Application has been made under Rule 437 to waive this letter.
</FN>
</TABLE>

ITEM 8.  CHANGE IN FISCAL YEAR.

         Not applicable.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         CLASSIC RESTAURANTS INTERNATIONAL, INC.



Date: July 18, 1996                      By: /s/ Caroline P. Anderson
                                             ---------------------------------
                                                 Caroline P. Anderson, 
                                                 Executive Vice President

                                        3

<PAGE>




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